ex10-65.htm


    Exhibit
10.65

     

    

     

    May
28, 2009

    Steven
L. Spinner

    313
Randolph Square Parkway 

    Richmond,
VA 23238

     

    Re:
Incentive Compensation Recoupment Policy

     

    Dear
Steve:

     

    Reference
is hereby made to (i) the Offer Letter dated August 27, 2008 (the "Offer
Letter") between you and United Natural Foods, Inc. ("UNFI"); (ii) the Severance
Agreement effective as of September 6, 2008 (the "Severance Agreement") between
you and UNFI; and (iii) the Performance Unit Agreement effective as of November
5, 2008 (the "Performance Unit Agreement") between you and UNFI.

     

    In
consideration of your continued employment by UNFI, you and we have agreed that
the payment or grant of any bonus or other incentive compensation to you in any
form under any of the above-referenced agreements which is paid or granted after
May 28, 2009, shall be subject to the terms and conditions of the Incentive
Compensation Recoupment Policy of UNFI, attached as Exhibit A hereto and as it may be
amended from time to time (the "Policy"). You understand that UNFI may amend the
Policy in the future and acknowledge the above-mentioned agreements will be
subject to such amended Policy without further action by you or UNFI.
Notwithstanding anything to the contrary in the Offer Letter, Severance
Agreement or Performance Unit Agreement, each of such agreements is hereby
amended, effective Map 28, 2009, in accordance with the preceding sentences of
this paragraph.

     

    If
the foregoing sets forth your understanding of our agreement to amend the
above-referenced agreements, please execute and return to the undersigned a copy
of this letter no later than June 1, 2009.

     

    


    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                /s/
      Michael S. Funk

              
	 
      	
                Michael
      S. Funk

              
	 
      	
                Chair
      of the Board

              


      

    

    


    Accepted
and agreed to:

    


    /s/
Steven L. Spinner   

    Steven
L. Spinner

    


    Dated:
5-28-09     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Incentive
Compensation Recoupment Policy

     

    
      In
the event that the Corporation restates all or a portion of its financial
statements within two years of the filing of such financial statements with the
Securities and Exchange Commission, the Board or the committee to which the full
Board has delegated the authority to enforce this policy will, to the extent
permitted by applicable law and as it deems appropriate in its sole discretion,
in whole or in part, (i) require reimbursement of any bonus or incentive
compensation paid or granted after May 28, 2009 to any executive officer or any
other officer designated by the Board as being subject to this policy (and who
is so notified of such designation) (collectively, the "Subject Officers"), (ii)
cause the cancellation of the Subject Officers' restricted or deferred stock
awards, restricted stock units, performance share units, outstanding stock
options and other equity awards that formed all or a portion of such bonus or
incentive compensation, and (iii) seek reimbursement from the Subject Officers
of (A) any gains realized on the exercise of stock options or sale of shares of
stock or (B) payments received in respect of restricted stock units, performance
share units or other awards payable in cash, in either case attributable to any
awards that formed all or a portion of such bonus or incentive compensation, if
and to the extent that (a) the amount of bonus or incentive compensation was
calculated based upon the achievement of certain financial results that were
subsequently reduced due to a restatement, and (b) the amount of the bonus or
incentive compensation that would have been awarded to the Subject Officers had
the financial results been properly reported would have been lower than the
amount actually awarded. Each Subject Officer's bonus and incentive compensation
shall be subject to recoupment in accordance with this policy regardless of the
fault, misconduct or responsibility of such Subject Officer in connection with
the restatement.

    

     

    Subject
to applicable law, in addition to cancelling equity awards, the Corporation may
seek such reimbursement by requiring the Subject Officer to pay any such amounts
to the Corporation, by set-off, by reducing future compensation, or by such
other means or combination of means as the Board or such committee determines to
be appropriate.

     

    In
addition, the policy shall not limit the Corporation's ability to pursue any and
all available legal rights and remedies under law as it may deem appropriate in
view, of all the facts surrounding the particular case.

     

    This
policy shall not apply to any restatements due to mandated or voluntarily
adopted changes in generally accepted accounting principles (or international
financial reporting standards, from and after the time the Corporation is
subject to such standards) or the Corporation's adoption of newly issued
financial accounting standards promulgated by the Financial Accounting Standards
Board or any successor organization.